SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies: ______________________________________________
(2) Aggregate number of securities to which transaction applies:
_______________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined): _____________________________
(4) Proposed maximum aggregate value of transaction: ___________
(5) Total fee paid: ____________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a) (2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ______________________________________
(2) Form, Schedule or Registration Statement No.:_________________
(3) Filing Party:_________________________________________________
(4) Date Filed: __________________________________________________
GENERAL EMPLOYMENT ENTERPRISES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held Monday, February 27, 2006
To the Shareholders of
GENERAL EMPLOYMENT ENTERPRISES, INC.
You are cordially invited to attend the Annual Meeting of
Shareholders of General Employment Enterprises, Inc. which will
be held in the Lane Room of the Hilton Suites Hotel, 10 Drury
Lane, in Oakbrook Terrace, Illinois 60181, on Monday, February
27, 2006, at 9:00 a.m., local time. Directions to the meeting
can be obtained by contacting the Company's Investor Relations
Department at One Tower Lane, Suite 2200, Oakbrook Terrace, IL
60181, or by calling (630) 954-0495.
The purpose of the meeting is:
1.To elect six directors of the Company;
2.To act upon such other matters as may properly be brought
before the meeting.
Shareholders of record at the close of business on December 30,
2005 will be entitled to vote at the meeting. Whether or not you
are able to attend the meeting in person, please vote as soon as
possible. You may vote by signing the enclosed proxy card and
mailing it in the envelope provided.
By Order of the Board of Directors
Nancy C. Frohnmaier
Secretary
Oakbrook Terrace, Illinois
January 17, 2006
YOUR VOTE IS IMPORTANT
Even if you plan to attend the Annual Meeting, you are urged to
sign, date and promptly return your proxy in the enclosed postage
paid envelope so that your shares can be voted in accordance with
your wishes. If you attend the meeting, you may vote your shares
in person, even though you have previously signed and returned
your proxy.
GENERAL EMPLOYMENT ENTERPRISES, INC.
Oakbrook Terrace Tower
One Tower Lane, Suite 2200
Oakbrook Terrace, IL 60181
PROXY STATEMENT
FOR 2006 ANNUAL MEETING OF SHAREHOLDERS
This statement and the accompanying proxy card, which are first
being sent to shareholders on approximately January 17, 2006, are
being furnished in connection with a solicitation of proxies by
the Board of Directors of General Employment Enterprises, Inc.
(the "Company"), an Illinois corporation, to be voted at the
Annual Meeting of Shareholders to be held on Monday, February 27,
2006, at 9:00 a.m., local time, in the Lane Room of the Hilton
Suites Hotel, 10 Drury Lane, in Oakbrook Terrace, Illinois 60181.
VOTING RIGHTS AND SOLICITATION
The voting securities of the Company entitled to be voted at
the Annual Meeting are the shares of Common Stock, of which there
were 5,148,265 outstanding on December 30, 2005, the record date
for the Annual Meeting. Shareholders are entitled to one vote
for each share held except that, in elections for directors, each
shareholder has cumulative voting rights. When voting
cumulatively, each shareholder has the number of votes equal to
the number of directors to be elected (six) multiplied by the
number of his or her shares. Such number of votes may be divided
equally among all nominees, may be cumulated for one nominee, or
may be distributed on any basis among as many nominees as is
desired.
Each proxy that is properly signed and received before the
Annual Meeting will, unless such proxy has been revoked, be voted
in accordance with the instructions on such proxy. If no
instruction is indicated on the proxy card, the shares will be
voted for election of the six nominees for director listed in
this proxy statement. Proxies given may be revoked at any time
before the voting thereof by delivering to the Company a written
statement revoking the proxy or a subsequently dated proxy, or by
attending the meeting and voting in person.
A quorum of shareholders is necessary to take action at the
Annual Meeting. A majority of the total outstanding shares of
Common Stock of the Company, represented in person or by proxy,
will constitute a quorum for purposes of the meeting.
Abstentions or broker non-votes will be treated as shares of
Common Stock that are present for purposes of determining the
presence of a quorum. The six nominees for director receiving
the highest number of votes cast will be elected directors of the
Company; abstentions and broker non-votes will have no effect on
the vote for the election of directors. "Broker non-votes"
refers to a broker or other nominee holding shares for a
beneficial owner not voting on a proposal because the broker or
other nominee does not have discretionary voting power regarding
that item and has not received instructions from the beneficial
owner.
Manner and Costs of Solicitation
The cost of preparing, assembling and mailing the proxy
materials and of reimbursing brokers, nominees and fiduciaries
for the out-of-pocket expenses of transmitting copies of the
proxy materials to the beneficial owners of shares held of record
by such persons will be borne by the Company. The Company does
not intend to solicit proxies otherwise than by the use of mail,
but certain officers and regular employees of the Company or its
subsidiary, without additional compensation, may use their
personal efforts by telephone or otherwise, to obtain proxies.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Listed in the following table is information concerning persons
known to the Company to be beneficial owners of more than five
percent of the Company's outstanding Common Stock. Except as
noted otherwise, the information is as of December 30, 2005:
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership* of Class
Herbert F. Imhoff, Jr. 601,678 (1) 11.35%
One Tower Lane, Suite 2200
Oakbrook Terrace, IL 60181
Mark L. Imhoff 451,864 (2) 8.78
Clear Channel Worldwide
20880 Stone Oak Parkway
San Antonio, TX 78258
Daniel Zeff 511,680 (3) 9.94
c/o Zeff Holding Company, LLC
50 California Street, Suite 1500
San Francisco, CA 94111
*Unless noted otherwise, the named individuals have sole voting
and dispositive power over the shares listed.
(1) Includes 10,161 shares held by Mr. Imhoff, Jr.'s son and 152,193 option
shares exercisable by Mr. Imhoff, Jr. within 60 days of record date.
(2) This information is based on Schedule 13D dated June 24, 2003. Includes
19,700 shares held by children of Mark L. Imhoff, with respect to which
Mark L. Imhoff has sole voting and dispositive power, and 6,700 shares
held by his spouse, to which Mr. Imhoff has shared voting and dispositive
power.
(3) This information is based on Schedule 13D dated October 7, 2005.
The following information is furnished as of December 30, 2005,
to indicate the beneficial ownership of the Company's outstanding
Common Stock by each director and each "named executive officer,"
as defined below, individually, and all directors and executive
officers as a group:
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership* of Class
Herbert F. Imhoff, Jr. 601,678(1) 11.35%
Kent M. Yauch 43,444(2) **
Sheldon Brottman 61,851(3) 1.20
Delain G. Danehey 28,456(3) **
Dennis W. Baker 8,460 **
Joseph F. Lizzadro 21,000(4) **
Marilyn L. White 61,098(5) 1.17
All directors and executive 825,987(6) 15.68
officers as a group
(seven persons)
*Unless noted otherwise, the named individuals have sole voting and
dispositive power over the shares listed.
**Represents less than 1%.
2
(1) Includes 10,161 shares held by Mr. Imhoff, Jr.'s son and 152,193 option
shares exercisable by Mr. Imhoff, Jr. within 60 days of record date.
(2) Includes 39,444 option shares exercisable within 60 days of record date.
(3) Includes 25,731 option shares exercisable within 60 days of record date.
(4) Includes 5,000 option shares exercisable within 60 days of record date.
(5) Represents option shares exercisable within 60 days of record date.
(6) Includes 10,161 shares held by Mr. Imhoff, Jr.'s son, and 309,197
shares exercisable by members of the group within 60 days of record date.
ELECTION OF DIRECTORS
Six directors are to be elected at the Annual Meeting, to serve
until the 2007 Annual Meeting of Shareholders, or until their
successors are elected and qualified. Proxies will be voted,
unless otherwise indicated, for the election of the nominees
named below. If necessary to elect the nominees named below,
proxies will be voted cumulatively.
Nominees
The following information is furnished with respect to each
nominee for election as a director:
Name and Age of Director Nominees,
Their Primary Occupation and Other Information
HERBERT F. IMHOFF, JR., age 56 - Director of the Company since
1986; named Chairman of the Board and Chief Executive Officer in
July 2001; has been President and Chief Operating Officer since
February 1997 and had previously been Executive Vice President
since 1986; has served as the Company's general counsel since 1982.
KENT M. YAUCH, age 59 - Director of the Company since 2001; was
named Vice President in 2001 and has served as Chief Financial
Officer and Treasurer of the Company since 1996; had previously
been Treasurer and Controller since 1991.
SHELDON BROTTMAN, age 71 - Director of the Company since 1991; is
an attorney, and for more than ten years, has operated a real
estate management and development business.
DELAIN G. DANEHEY, age 71 - Director of the Company since 1995;
formerly with the auditing firm of Ernst & Young LLP for 31
years, and was a partner when he retired from the firm in 1991.
DENNIS W. BAKER, age 59 - Treasurer of CF Industries Holdings,
Inc., Long Grove, Illinois, a chemical manufacturing company,
where he has been employed for more than thirty years in various
financial capacities. Mr. Baker joined the Company's Board in 2000.
JOSEPH F. LIZZADRO, age 68 - Chairman Emeritus of L&H Company,
Oak Brook, Illinois, an electrical contracting firm, where he had
been employed since 1963. Mr. Lizzadro also serves as a director
of Auth-Florence, Inc., Naperville, Illinois. He joined the
Company's Board in 2000.
All of the foregoing nominees are currently serving as
directors of the Company and all were elected by the shareholders
at the last Annual Meeting. Each of the above-named nominees has
agreed to serve, if elected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION
OF EACH OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
3
DIRECTORS AND EXECUTIVE OFFICERS
Executive Officers of the Company
All executive officers are elected annually by the Board of
Directors at the first meeting of the Board held following each
annual meeting of shareholders, and they hold office until their
successors are elected and qualified. The executive officers of
the Company are as follows:
Name and Age Position and Other Information
HERBERT F. IMHOFF, JR. (56) Chairman of the Board and
Chief Executive Officer, and President
and Chief Operating Officer.
MARILYN L. WHITE (55) Vice President. Elected Vice
President in 1996, she is responsible
for the Company's branch operations.
KENT M. YAUCH (59) Vice President, Chief Financial
Officer and Treasurer.
Section 16(a) Beneficial Ownership Reporting Compliance
Directors and officers of the Company are required to report to
the Securities and Exchange Commission, by a specified date,
their transactions related to General Employment Enterprises,
Inc. Common Stock. Based solely on review of the copies of these
reports furnished to the Company and written representation that
no other reports were required, the Company believes that during
the 2005 fiscal year, all filing requirements applicable to its
officers, directors and greater than ten percent beneficial
owners were complied with.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors meets on a regularly scheduled basis to
review significant developments affecting the Company and to act
on matters requiring Board approval. It also holds special
meetings when an important matter requires Board action between
scheduled meetings. The Board held six meetings during the last
fiscal year. No director of the Company attended fewer than 75%
of the total meetings of the Board and Committee meetings on
which such Board members served during this period.
The members of the Board of Directors are expected to attend
the Company's Annual Meeting of Shareholders. All of the
directors were present at the prior year's annual meeting, which
was held on February 28, 2005.
The Board of Directors has established a procedure by which
shareholders of the Company can communicate with the Board of
Directors. Shareholders interested in communicating with the
Board as a group or with individual directors may do so, in
writing. Correspondence to the directors should be sent by
regular mail c/o of Corporate Secretary, General Employment
Enterprises, Inc., One Tower Lane, Suite 2200, Oakbrook Terrace,
IL 60181. Any such correspondence will be reviewed by the
Corporate Secretary, who will then forward it to the appropriate
parties. Communications that are solicitations or deemed to be
irrelevant to the Board's responsibilities, may be discarded, at
the discretion of the Corporate Secretary.
There are four standing committees of the Board of Directors,
which are the Executive Committee, the Audit Committee, the
Compensation and Stock Option Committee, and the Nominating
Committee.
4
Executive Committee
The Board of Directors has an Executive Committee consisting of
the Board of Directors as a whole, and meetings of the Committee
may be called or requested by the Chairman of the Board or a
majority of the directors. The Executive Committee is authorized
to act upon all matters requiring Board approval except the
declaration of dividends, corporate reorganization, and merger
and acquisition decisions. As provided in the By-Laws of the
Company, a majority of the directors constitutes a quorum for the
purpose of transacting Committee business. No Executive
Committee meetings were held in fiscal 2005.
Audit Committee
The Audit Committee is presently composed of four non-employee
directors: Delain G. Danehey (Chairman), Dennis W. Baker,
Sheldon Brottman and Joseph F. Lizzadro. The Board of Directors
has determined that each of the members of this Committee is an
"independent director" as defined by the rules of the American
Stock Exchange. The Board of Directors has also determined that
Mr. Danehey and Mr. Baker are each an "audit committee financial
expert" as defined by rules of the Securities and Exchange
Commission. The Board of Directors has adopted a written charter
for the Audit Committee, a copy of which was attached as an
appendix to the proxy statement prepared in connection with the
February 23, 2004 Annual Meeting of Shareholders.
The Audit Committee is primarily concerned with the
effectiveness of the Company's accounting policies and practices,
its financial reporting and its internal accounting controls. In
addition, the Audit Committee reviews and approves the scope of
the annual audit of the Company's books, reviews the findings and
recommendations of the independent auditors at the completion of
their audit, and approves annual audit fees and the selection of
an auditing firm. The Audit Committee met four times during
fiscal 2005. In addition, the Chairman of the Audit Committee
participated in three quarterly meetings in fiscal 2005, to
review earnings press releases and the Company's filings on Form
10-QSB with members of management and the Company's independent
auditors.
Compensation and Stock Option Committee
The Compensation and Stock Option Committee is presently
composed of four non-employee directors: Sheldon Brottman
(Chairman), Dennis W. Baker, Delain G. Danehey and Joseph F.
Lizzadro. The Board of Directors has determined that each of the
members of this Committee is an "independent director" as defined
by the rules of the American Stock Exchange. The Committee
reviews and establishes the Company's compensation policies and
practices, including salary and incentive compensation programs
for the executive officers of the Company and also oversees the
administration of the Company's stock option plans. The
Committee has the power to determine from time to time the
individuals to whom options shall be granted, the number of
shares to be covered by each option, the time or times at which
options shall be granted, and the terms of such options. The
Compensation and Stock Option Committee met three times during
fiscal 2005.
Nominating Committee
The Nominating Committee is composed of four non-employee
directors: Dennis W. Baker (Chairman), Sheldon Brottman, Delain
G. Danehey, and Joseph F. Lizzadro. Each member of the
Nominating Committee is an "independent director" as defined by
the rules of the American Stock Exchange. The Board of Directors
has adopted a written charter for the Nominating Committee, a
copy of which was attached as an appendix to the proxy statement
prepared in connection with the February 28, 2005 Annual Meeting
of Shareholders.
The functions of the Nominating Committee are to assist the
Board of Directors in identifying, interviewing and recommending
to the Board of Directors qualified candidates to fill positions
on the Board. The Nominating Committee met twice during fiscal 2005.
5
In evaluating candidates to serve on the Company's Board of
Directors, consideration is given to the level of experience,
financial literacy and business acumen of the candidate. In
addition, qualified candidates for director are those who, in the
judgment of the Committee, have significant decision making
responsibility, with business, legal or academic experience. The
Nominating Committee will consider recommendations for board
candidates that are received from various sources, including:
directors and officers of the Company, other business associates
and shareholders, and all candidates will be considered on an
equal basis, regardless of source. To be considered by the
Committee, nominations from shareholders must be submitted
according to the procedures described below. There were no
nominations received from shareholders for consideration at the
2006 Annual Meeting.
Nominations for Directors
The By-Laws of the Company establish procedures for the
nomination of candidates for election to the Board of Directors.
The By-Laws provide that the nominations may be made by the Board
of Directors or by a committee appointed by the Board of
Directors. Any shareholder entitled to vote in the election of
directors generally may make nominations for the election of
directors to be held at an annual meeting of shareholders,
provided that such shareholder has given actual written notice of
his intent to make such nomination or nominations to the
Secretary of the Company not later than sixty days before the
anniversary date of the immediately preceding annual meeting of
shareholders. Each such notice must set forth (a) the name and
address of the shareholder who intends to make the nomination and
of the person or persons to be nominated; (b) a representation
that the shareholder is a holder of record of stock of the
Company entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all
arrangements or understandings involving any two or more of the
shareholders, each such nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination
or nominations are to be made by the shareholder or relating to
the Company or its securities or to such nominee's service as a
director if elected; (d) such other information regarding such
nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had the nominee been
nominated, or intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to serve as a
director of the Company, if so elected.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee oversees the Company's financial
reporting process on behalf of the Board of Directors.
Management has the primary responsibility for the financial
statements and the reporting process, including the system of
internal control. In fulfilling its oversight responsibilities,
the Committee reviewed the audited financial statements in the
Annual Report on Form 10-KSB with management, including a
discussion of the quality, not just the acceptability, of the
accounting principles; the reasonableness of significant
judgments; and the clarity of disclosures in the financial
statements.
The Committee reviewed with the independent auditors, who
are responsible for expressing an opinion on the conformity of
those audited financial statements with accounting principles
generally accepted in the United States of America, their
judgments as to the quality, not just the acceptability, of the
Company's accounting principles and such other matters as are
required to be discussed with the Committee under auditing
standards of the Public Company Accounting Oversight Board
(United States). In addition, the Committee has discussed with
the independent auditors the auditors' independence from
management and the Company, including the matters in the written
disclosures required by the Independence Standards Board, and
considered the compatibility of non-audit services with the
auditors' independence.
The Committee discussed with the Company's independent
auditors the overall scope and plans for their audit. The
Committee meets with the independent auditors, with and without
management present, to discuss the results of their examinations,
their evaluations of the Company's internal control, and the
overall quality of the Company's financial reporting. The
Committee held four meetings during fiscal year 2005.
6
In reliance on the reviews and discussions referred to
above, the Committee recommended to the Board of Directors that
the audited financial statements be included in the Annual Report
on Form 10-KSB for the year ended September 30, 2005 for filing
with the Securities and Exchange Commission.
The Audit Committee has also discussed with representatives
of BDO Seidman, LLP their proposal to serve as independent
auditors of the Company for the year ending September 30, 2006,
and based on these discussions, the Committee approved the
selection of BDO Seidman, LLP.
Audit Committee of the Board of Directors
Delain G. Danehey, Committee Chair
Dennis W. Baker
Sheldon Brottman
Joseph F. Lizzadro
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information regarding
compensation awarded, earned or paid during each of the Company's
last three fiscal years to the individual serving as the
Company's Chief Executive Officer during fiscal 2005 and the
other two most highly-compensated individuals serving as
executive officers at the end of the 2005 fiscal year. These
individuals are sometimes herein referred to as the "named
executive officers."
Summary Compensation Table
Fiscal Annual Compensation All Other
Name and Principal Position Year Salary Bonus Compensation*
Herbert F. Imhoff, Jr. 2005 $412,500 $70,710 $48,150
Chairman and Chief Executive 2004 360,000 -- 3,075
Officer, and President and 2003 360,000 -- 33,000
Chief Operating Officer
Marilyn L. White 2005 $180,000 $18,000 $11,700
Vice President 2004 162,000 -- 2,430
2003 162,000 -- 8,430
Kent M. Yauch 2005 $160,000 $16,000 $10,400
Vice President, Chief 2004 144,000 -- 2,160
Financial Officer and 2003 144,000 -- 7,493
Treasurer
*Amounts represent the Company's contributions to the Company's
defined contribution retirement plans.
No stock options were granted to any named executive officer
during fiscal 2005, and no stock options were exercised by any
named executive officer during fiscal 2005. The following table
shows information with respect to each named executive officer
concerning unexercised options held as of September 30, 2005, all
of which were exercisable.
7
Fiscal Year-End Stock Option Values
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
Name at F/Y End - Exercisable at F/Y End - Exercisable*
Herbert F. Imhoff, Jr. 152,193 $124,675
Marilyn L. White 61,098 70,640
Kent M. Yauch 39,444 44,222
*Based on the spread between $2.08, the closing price of the
Company's Common Stock on the American Stock Exchange on
September 30, 2005, and the option price per share.
Compensation of Directors
During fiscal 2005, non-employee directors were paid a retainer
of $1,000 per month through February 2005, and $2,000 per month
thereafter. They did not receive any additional compensation for
attendance at Board meetings or for service on Board committees.
Employees of the Company do not receive any compensation for
their service on the Board of Directors.
Employment Agreements
The Company has an employment agreement with Mr. Imhoff, Jr. to
serve as Chairman of the Board and Chief Executive Officer, and
President and Chief Operating Officer. It provides for a
continuous three-year term of employment, at a minimum annual
base salary of $450,000. Under the terms of the agreement, Mr.
Imhoff, Jr. is also eligible to earn an annual performance bonus
and is entitled to receive certain perquisites and benefits. In
the event the Company would terminate his employment for any
reason other than for cause, Mr. Imhoff, Jr. would be entitled to
continue to receive compensation and benefits for a period of
three years. Mr. Imhoff, Jr.'s agreement was amended to reflect
his offer to waive 20% of his base salary from August 2002
through February 2005.
The Company has employment agreements with Ms. White and Mr.
Yauch. Under the terms of their agreements, these employees
would be entitled to continuation of base salary for a one-year
period as well as continuation of certain employee welfare
benefits, if their employment were terminated following a change
in control of the Company.
Retirement Plans
The Company has a 401(k) retirement plan in which all full-time
employees may participate after one year of service. In
addition, the Company has a deferred compensation plan for
certain officers. Under the plan, the Company contributes a
percentage of each participant's earnings to a trust under a
defined contribution arrangement. The participants direct the
investments of the trust, and the Company does not guarantee
investment performance. Participant account balances are payable
upon retirement or termination from the Company, subject to
certain vesting requirements.
8
RELATIONSHIP WITH INDEPENDENT AUDITORS
The Audit Committee of the Company's Board of Directors has
selected BDO Seidman, LLP to serve as the Company's independent
auditors and to audit the Company's consolidated financial
statements for the fiscal year ending September 30, 2006. BDO
Seidman, LLP is an independent registered public accounting firm
and has served as the Company's independent auditors since fiscal
2004.
A representative of BDO Seidman, LLP is expected to be present
at the Annual Meeting of Shareholders to respond to appropriate
questions and to make a statement if desired.
Independent Auditors Fees and Services
The following is a summary of the fees billed to the Company by
BDO Seidman, LLP for professional services rendered for the two
most recent fiscal years:
2005 2004
Audit fees $72,250 $69,000
Audit-related fees 6,300 8,700
Tax fees -- --
All other fees -- --
"Audit fees" consist of fees billed for services rendered for
the audit of the Company's consolidated financial statements for
the fiscal year and for reviews of the interim consolidated
financial statements included in the Company's Quarterly Reports
filed with the Securities and Exchange Commission.
"Audit-related fees" consist of fees billed for services
rendered that are reasonably related to the audit of the
Company's consolidated financial statements and are not included
in "audit fees." These services include audits of the Company's
retirement plan.
The Audit Committee's policy is to pre-approve all audit and
non-audit services provided by the independent auditors, and to
not engage the independent auditors to perform the specific non-
audit services proscribed by law or regulation.
9
OTHER MATTERS
Proposals of Shareholders
In order to be considered for inclusion in the Proxy Statement
for the 2007 Annual Meeting of Shareholders, any shareholder
proposal to take action at that meeting must be received by the
Company at its address hereinabove, on or before September 16,
2006. Any such proposal will be subject to the requirements of
the proxy rules adopted under the Securities Exchange Act of 1934.
In addition, any shareholder wishing to bring business before
an annual meeting must comply with certain provisions in the
Company's By-Laws. The Company's By-Laws establish an advance
notice procedure with regard to certain matters to be brought
before an annual meeting of shareholders of the Company other
than by or at the direction of the Board of Directors of the
Company. Such notice generally must be delivered to or mailed to
and received by the Secretary at the principal executive offices
of the Company not less than 30 days nor more than 60 days before
the meeting. The shareholder must also comply with certain other
provisions set forth in the Company's By-Laws relating to the
bringing of business before an annual meeting. For a copy of the
Company's By-Laws, which includes the provisions relating to the
bringing of business before an annual meeting, an interested
shareholder should contact the Secretary of the Company, in
writing, at Oakbrook Terrace Tower, One Tower Lane, Suite 2200,
Oakbrook Terrace, Illinois 60181.
Availability of Form 10-KSB
The Company will furnish, upon request and without charge to
each record or beneficial owner of its securities from whom it
solicits proxies, a copy of its current annual report on Form 10-
KSB, without exhibits, filed with the Securities and Exchange
Commission. Requests should be in writing and addressed to:
Investor Relations Department
General Employment Enterprises, Inc.
Oakbrook Terrace Tower
One Tower Lane, Suite 2200
Oakbrook Terrace, Illinois 60181
or e-mail to invest@genp.com
Other Business
At the date of this Proxy Statement, the Board of Directors is
not aware of any matters, other than those stated above, that may
be brought before the meeting. However, if any other matters
shall properly come before the meeting, it is the intention of
the persons named in the enclosed form of proxy to vote such
proxy in accordance with their best judgment on such matters.
10
APPENDIX A
PROXY FOR 2006 ANNUAL MEETING OF SHAREHOLDERS
OF
GENERAL EMPLOYMENT ENTERPRISES, INC.
One Tower Lane, Suite 2200, Oakbrook Terrace, IL 60181
^FOLD AND DETACH HERE AND READ THE REVERSE SIDE^
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder of GENERAL EMPLOYMENT ENTERPRISES,
INC. hereby appoints HERBERT F. IMHOFF, JR. and SHELDON BROTTMAN,
and each of them, as the proxies (with full power of
substitution) to vote all shares which the undersigned would be
entitled to vote at the Annual Meeting of Shareholders to be held
on February 27, 2006 and any adjournment thereof.
If a vote is not specified, said proxies will vote FOR election of directors.
Continued, and to be marked, dated and signed on the reverse side.
Please mail this proxy in the enclosed envelope as promptly as possible.
^FOLD AND DETACH HERE AND READ THE REVERSE SIDE^
Please mark your votes like this [X]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF DIRECTORS. THIS PROXY CONFERS ON THE PROXY HOLDERS THE POWER
OF CUMULATIVE VOTING AND THE POWER TO VOTE CUMULATIVELY FOR LESS
THAN ALL OF THE NOMINEES AS DESCRIBED IN THE ACCOMPANYING PROXY
STATEMENT.
The Board of Directors recommends a vote FOR the election of Directors.
1. ELECTION OF DIRECTORS, NOMINEES: FOR WITHHOLD
D. W. Baker, S. Brottman, D. G. Danehey, [ ] [ ]
H. F. Imhoff, Jr., J. F. Lizzadro, K. M. Yauch
For, except vote withheld from the following nominee(s):
________________________________.
2. In their discretion, in the transaction of such other
business as may properly come before the meeting.
You are encouraged to specify your choices by marking the appropriate
boxes with an "X" but you need not mark any boxes if you wish to
vote in accordance with the Board of Directors' recommendation.
COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:
Signature: _________________ Signature: ___________________ Date: __________
NOTE: The signer hereby revokes all proxies heretofore given by
the signer to vote at said meeting or any adjournments thereof.
Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.